Spider-Man 5000 AD
by Newworlds
Summary: 3000 years from now the Marvel universe has recovered from a great disaster. Now a hero arises to defend a city without any.
1. Amazing Fantasy 5000

**3000 years from now, the Marvel universe has recovered from a great disaster in which much knowledge from the Age of Heroes was lost.**

Ben Rikkard crouched in an alleyway trying to avoid attention. His clothes were soaked through, and he was pretty sure that whatever was in the bin next to him was radioactive. But none of that mattered. Just a few minutes ago, his brother, Kaine had been killed by one of the gangs that prowled Knewyork's lower levels. Suddenly his closest relative was gone.

* * *

 ** _20 minutes earlier_**

Ben and his brother had just left a movie about one of the legends from the past, the Impossible Hulk. Kaine, at twenty, had always been interested in the legends of superheroes, though Ben, age 15, didn't really buy them.

"It's just too ridiculous." He'd say. To which his brother would respond,

"That doesn't mean it couldn't happen"

Almost 3000 years ago, there had been a massive war. What had started it was anyone's guess, but by the time it was over most of the records of the time had been destroyed. Those who'd survived had told stories of beings who'd lived before: beings with extraordinary abilities. Most experts believed that they were simply legends created by the survivors as a coping mechanism.

To Kaine, these stories were everything. His room was crammed with datachips full of tales of the so-called Marvel Age. He'd even written a few of his own when he was a kid (though he refused to admit it). To him, challenging the existence of beings like The Captain and Mainframe was like challenging the existence of the sun.

"So why'd they use a different actor than the last movie?" asked Ben as they left.

"Something about payment issues." Answered Kaine with a shrug.

"Or maybe", began Ben with a grin, "The Hulk was actually a shapeshifter!" His brother turned toward him with a look of mock horror.

"Impossible! Do you hear me? Impossible!"

"Besides", Kaine continued with a more serious face, "only mutants could shapeshift. Everyone knows that."

They took a crowded lev-train most of the way home (and tried to ignore the smell). The rest of the way had to be walked. It seemed fairly uneventful until a voice called out to them to stop. Suddenly a group of young men surrounded the two. Each wore a helmet and a dark purple cloak, identifying them as members of the Mysterions. One of them, obviously the leader, stepped up carrying a round object with a single button on it.

"Now listen you two," he said in a metallic voice ( his helmet must have altered it), "You're gonna give me all the Shock'n money you've got, or I'm gonna push this button and you get to spend your last few seconds thinking that rat-roaches are eating you alive."

Looking around, Kaine slowly began to reach into his pocket. Suddenly, he picked up Ben and made a break, charging into one of the attackers. While the advantage of surprise gave them a short head start, there was no way Kaine could outrun them for long, especially carrying his brother. As he turned a corner Kaine threw Ben into the first alley he saw.

"Stay there!" He ordered as he continued running.

Ben saw his older brother leave, and he saw the Mysterions follow him. He heard the screams of terror as they carried out their threat.

* * *

 ** _Now_**

Ben sat in the polluted sludge of the Knewyork alley as it began to rain. He didn't even take notice of the ratroaches crawling across his feet or the spider climbing up his back. Maybe whatever toxic waste was back here would kill him, maybe he'd wake up and realize this was all just a horrible. Finally, after who-knows-how-long he got up and began to walk home. Ten minutes later the front door slid open, and he walked in.

Ben had considered calling the police, even begun to do so. But so many people were killed in muggings in the lower levels, that he knew that his brother would just be filed away and forgotten about.

He sat down in silence. His Aunt would be home soon. He'd have to tell her then.

Suddenly his thoughts were interrupted by a burst of pain on the back of his neck. Reaching back he pulled out a spider that had hitched a ride on him. Throwing it on the ground Ben stomped it flat. This was the last straw.

"Shock it!" he cried, as he swung out his arm at a chair next to him.

The world seemed to freeze for a moment as something inside him ordered Ben to dodge. And dodge he did as splinters of wood scattered across the room. Ben looked at his hand: he'd just shattered a wooden chair with one blow and not received a scratch. Only then did he realize just where he was; stuck to the ceiling. With that revelation he let go in surprise, half expecting to land and break an arm. Instead almost instinctively he corrected himself and landed perfectly.

Ben's mind went to the stories Kaine always told, the legends of the superheroes, and one in particular: Spider-man. Ben realized that now, somehow, he had gained the same power, the power to avenge his brother and take down the ones who'd killed him.

* * *

The Mysterions would pay for what they'd done. Ben was running to the door to exact vengeance, when suddenly a thought occurred: what if he failed. If they saw his face and he didn't succeed the gang would surely track him down.

Well... the original Spider-man wore a costume, why shouldn't he?

The Spider-man in Kaine's stories had blank eyes, and a black and white costume. Ben would follow suit. He grabbed a black and white jacket from a closet. A bandana and old goggles would serve as a makeshift mask to hide his face.

With night coming on and his aunt still not home Ben ran out under the cover of darkness. He needed to find a member of the gang and through him learn where he could find the ones who'd done this

"The city is too big to search on foot." he thought. The legends said that spider-man could shoot webs: maybe, just maybe...

Using his newfound climbing powers Ben crawled his way up a building. Though the Knewyork upper levels were still well out of sight, he was already hundreds of feet from the ground.

"This had better work." Ben muttered. Closing his eyes, Ben held out his hand and willed for webs to appear. With a sudden "thwipt!" a line shot out of his wrist and struck a skyscraper across from him. One deep breath later he leapt off.

Ben's stomach jumped and contorted as gravity took over. The building zoomed in at incredible speed. Only his new early warning sense let him shoot out another web-line before he became a stain. It took a bit of getting used to but soon he was swinging like he was born for it. For a moment he almost enjoyed himself.

"Kaine would love this.", he thought. Kaine. He was dead

The thought of his brother put him back on track and increased his resolve. Soon enough he heard a scream. The same one that Kaine had made.

Mysterions.

Ben jumped down and found two of them taking money off a corpse. The two turned.

"What the shock are you supposed to be?" said the bigger of the two. The other pulled out a knife and charged forward. Reflexively Ben dodged the blade, grabbed the attacker, and threw him at the other, all in less than a second. Webbing them to a wall he yelled in their faces.

"Where are you all hiding!?"

5 minutes later

Ben arrived at the ruins of what was once a building. He crawled in on the ceiling, staying out of sight until he found who he was looking for. Suddenly a light went on.

"Hey! What the shock is that?!" someone cried out.

Ben jumped down into the crowd of Mysterions. With his webs he grabbed one and used him to take out the others. Gas bombs were thrown, he simply leapt out of range. No matter how many of these shock'n punks came at him he fought them off.

Suddenly his extra sense went wild. That one over there. He was the one. The one who'd killed Kaine!

In a fit of fury Ben threw the others aside. Charging forward he threw the killer into a wall, webbed him up and prepared to give him what he deserved. But he hesitated: he was Spider-man wasn't he. Wouldn't spider-man, the lethal protector, have killed him? But what would Kaine want? His brother sometimes talked about another Spider-man, one who wore red, one who never killed. Kaine always liked that one better. When Ben asked why, Kaine said that killing made the hero no better than the villain.

With a cry of anger Ben punched the wall beside the young man's head. He pulled out his holo-phone and called the police. As he walked away the prisoner yelled out,

"Who the Shock are you?"

Turning around Ben replied, "I'm Spider-man."

 _"And a lean, silent figure slowly fades into the gathering darkness, aware at last that in this world, with great power must also come great responsibility!"_

* * *

 **Hey everybody! I hope you liked the origin story. Be sure to let me know what you think.**


	2. An Unexpected Cameo

_Deep beneath the city_

"So, what exactly are we doing in the sewers?" A man said to the two people in front of him.

"I told you already J'onnes." Muttered the woman in front of him, exasperated.

"Well OBVIOUSLY, I wasn't listening," Replied J'onnes sarcastically, "so please refresh my memory Mei."

"I hate you," Mei groaned, "We're here because Clint thinks he's found the King's Trove."

"Wait, you mean like, the king of the first shock'n Knewyork?"

"That's right," replied the man now known as Clint, "the Pin himself. Now shut the strack up we're here."

They arrived at a location in the sewer apparently identical to rest of it. Clint pulled up a map on his holophone.

"We should start digging here," He told the others as he handed them tools.

* * *

 _Above the city_

Two weeks had gone by since Ben had first donned the mask, since his first appearance Ben had adopted an actual costume. It was red and black with a large white spider that connected to another on the back. Speculation abounded concerning his origin and identity. Some believed that the appearance of the webslinger was a sign that the age of heroes would return, while others claimed he would prove to be nothing but a menace. Many people claimed he was just a myth, a rumor started to scare criminals. But the Spider-man was very real.

"Too bad Kaine isn't around to see this," Ben thought to himself, "he'd get a kick out of it."

Suddenly below he heard shouting.

"Duty calls."

In an empty alley, a couple of teenagers were holding up an old man.

"Hey, just give us the money bastich!" the one of them said.

"Back off Bub," the side-burned man muttered, "I don't want trouble"

"Oh, I think they're asking for trouble." A voice from above cried out.

The taller of the two thieves received a kick to the face courtesy of Spidey. Recovering, he pulled out a vibro-blade from his pocket.

"A present for me?" Ben said sarcastically, followed by a deadpan, "I'm speechless."

"Shut the strack up!" the crook shouted, charging forward.

Spider-man easily dodged the blow. With a quick sidestep he avoided the blow and grabbed his attackers arm.

"Here's a present for you!" He exclaimed as he webbed the teen to a wall

"Now for you buddy...", Ben stopped as he saw the other crook unconscious at the old man's feet.

"How'd you do that?" He asked.

"With my fists, Bub" the man said.

"You seem awfully calm for someone who just got attacked…"

"Aren't you that Spider-man guy?"

"That's me," Ben replied.

"Huh... you kinda remind me of someone I knew a while back, though I can't quite remember..." The old man said this more to himself than to the superhero before him, "Well in any case, I gotta go."

"Alright.," Ben replied, "Say, I didn't catch your name?"

"It's Logan." He said as he walked off.

* * *

 _The sewers_

J'onnes held a laser cutter to a large metal box.

"Whatever is in this shock'n thing had better be worth hours of digging."

With a clang a panel fell off the container. Within was nothing but a black ooze.

"Well," said Mei, "it's not so much a treasure as leftover sludge."

"I don't believe it!" Shouted Clint as he reached inside, "That's it? That's Shock'n it?

He felt around in the ooze for something, anything, that would make this waste of time worth it. As he rummaged about, the slime covered his hands. Suddenly it seemed to jump, enveloping his whole body. For a moment, his face was replaced with a terrifying mask of fangs and blank white eyes. With a scream, Clint was gone and the goo leapt away leaving an emaciated corpse behind.

"Get out, run!" shouted J'onnes pushing Mei before him. The two ran through the trash filled tunnels. But the slime covered J'onnes as well.

Trapped in a dead-end Mei turned around and faced the creature that had been J'onnes.

"What are you?" She almost whispered, too terrified to scream. For a moment, the monster stared. Then with a hiss it opened its tooth filled maw and spoke.

"WE ARE VENOM!" and with that, the three treasure seekers were no more.

* * *

 **Sorry for the short chapter. Be sure to review and tell me what you think.**


	3. Spiders and Lasers

A dark figure stood atop a skyscraper, outlined by the moon.

"I am vengeance. I am the night. I am…"

Suddenly a loud knocking, shocking Ben out of his dream. He awoke to find himself on the ceiling of his bedroom (which had been happening a lot lately). From outside his door his aunt Clea called out.

"Ben! You're going to be late."

"Wait what!" Ben exclaimed. He turned to his wall clock to see that he only had fifteen minutes until school.

"What the Shock!" he shouted as he landed on the floor. He'd been out late patrolling as Spider-man and had over slept… again.

"Watch the language young man." Said his aunt as Ben ran past her. "And be careful out there!" Clea had never had any children of her own, and saw both of her nephews as sons. When Kaine died she'd become reluctant to allow Ben outside unnecessarily. If she didn't have her job to get to she would have given him a ride.

Meanwhile, Ben was sprinting down a street dodging pedestrians walking the other way. Knowing full well that it would take forever to get there this way, he ducked into an alley and pulled on his mask. Moments later he swung out, speeding towards his destination.

* * *

 _ **10 minutes later**_

"Mr. Rikkard, late again I see."

"Sorry Mr. Kent, it won't happen again." Ben answered hurredly as he slid into his seat. Seated on either side of him were his closest friends: Marcus Khan and Olivia Ostark.

"What's wrong with you lately?" Asked Marcus.

"Yeah, Marcus has been getting here before you." Added Olivia.

"Right. Hey wait…"

Suddenly Marcus was cut off by a voice from the front

"If you three are done, then please pay attention." Said the instructor before continuing his lecture on cloning.

* * *

After school the three of them were sitting in a local Latverian joint called Victor's. Olivia was rambling about Spider-man.

"Where did he come from? He just came out of nowhere. I wonder if there's more of them! Do you think that there's a new team of Revengers out there?" She was obsessed with superheroes, especially Spider-man. Ask her anything about the old stories and she could tell you.

"I don't know Olivia," replied Ben, "I think this guy would just prefer to work by himself. I mean, the original Spider-men usually worked alone.

"True… But the red one does appear in stories with other heroes several times…"

"Oh, my Grodd you're a dork!" exclaimed Marcus, "You guys are lucky that you have better grades than me or else I wouldn't keep you around."

As the conversation turned to other topics, several science police drove past the window on hover bikes.

"Oh strack. I just remembered." Said Ben as he got up, "I promised Clea that I'd get some eggs before I went home." With that he ran out before his confused friends could reply.

* * *

Moments later an explosion rang out. Several people, including Olivia and Marcus ran out to see what was happening. At the end of the street several officers were attempting to subdue a man wearing a bizarre suit of armor. Their blows did nothing as he walked out of a nearby store.

Suddenly a red and black figure swung onto the scene and landed on the duracrete in front of the crowd.

"Spider-man!" Shouted the thief, "Now this is a real test for my power."

"So, who are you supposed to be?" Asked Spidey. The man's suit lit up with red lines as two crimson blades extended from each of his arms.

"I. Am. Lazerlord!" As the echo faded an awkward silence followed, interrupted only by an ad urging people to drink Kooba Cola

"Seriously? That's the best name you could come up with?"

"Sir, I'm going to have to ask you to step back..." One of the cops began, before he was cut off by an enraged Lazerlord.

"My name is cool!" he shouted, charging forward, "At least its original!"

With that he sliced at the web-slinger's face. Spider-man dodged just before the blades cut his head off. The energy blades left a smell of ozone as they passed.

"Thank Grodd for spider-senses." He thought to himself. Ben jumped into the air and webbed up Lazerlord's gauntlets.

"You need a better name!" he shouted back, "How about Sparky! I'm gonna call you Sparky!" Ben landed on the wall and pulled off the crook's high tech laser gloves. But the only effect this had was that he pulled out a pair of blasters and began firing them.

"Don't mock me!" He screamed in rage as Spidey repeatedly dodged his laser-fire. "I am Lazerlord!" But his protests didn't help him hit his constantly moving target. Finally, he turned to the still present crowd of people and began firing at them. Standing at the front, closest to the fight were Marcus and Olivia.

The world slowed as Ben leapt in front of the onlookers. He shot out his webbing to form a wall to shield the people from the lasers.

"Get out of here!" he cried out. The crowd scattered, away from the battle. But the blaster fire began to make it through the web. Finally, several bolts burned through and headed straight towards his friends.

"Duck!" Ben shouted as he jumped towards them. He grabbed the two and pushed them to the ground before the shots scorched a building across the street.

"Go! Run! Get out of here Oli… you two!" Spidey turned to his enemy.

"As for you!" He exclaimed. Ben shot two web lines and took away Lazerlord's blasters. He smashed them on the ground, charged toward the villain and delivered a massive blow to the head.

A moment later the thief lay unconscious on the duracrete, his helmet shattered.

"And Sparky is down!" Spider-man shouted triumphantly. Behind him the Science police approached to apprehend the fallen criminal.

"Hey I'm going to need to hold you for questioning…" One of them began, but Ben swung off before they could get any further.

* * *

After he changed back into his regular clothes Ben got a call on his holo-phone. When he answered, an image of Olivia came up.

"Ben! You'll never guess what happened!" she practically screamed at him.

"What! What!" replied Ben, trying to hide his fatigue from the fight.

"Marcus and I just got saved by Spider-man! Some guy just broke into a place and… wait what's the matter with you?"

"Oh I was just uh…jogging. I gotta go." He hung up before Olivia could continue.

As He headed home, Ben came to a realization.

"Oh my Grodd. I just beat my first supervillain!"

* * *

 **Hey guys! Please let me know what you think.**


	4. Familiar faces?

**Hello my dear followers! (all three of you) My classes are over for the semester, so hopefully I'll have more time to work on this story. Until my next update: see ya, and don't forget to review!**

 _"I don't want to do it."_

 _"You must, he is our enemy."_

 _"He hasn't done anything wrong…"_

 _"He is a spider! His very existence is a blight on this world! He must be destroyed!_

* * *

"This makes no sense, Olivia." Marcus muttered, burying his head in his hands. The two of them were at Victor's, working on an assignment on the physics of levitation technology.

"I can only explain it in so many ways before I'll just have to bash your head in Marcus." Olivia groaned in exasperation.

"Are you okay?" She asked noticing the distant look in his eyes. "You look like you saw a ghost."

"What? uh, no, no" Marcus replied, snapping out of it. "I just didn't sleep well last night"

Outside a man in a mask ran past the window, firing a laser pistol behind him into the air. Moments later Spider-man swung past in hot pursuit.

"It's kind of funny," Marcus continued after a moment, "He shows up and takes down most of the Mysterions, then a few weeks later that guy with the shock'n lasers pops up. I almost forgot what it was like to be that afraid for a second there."

"Well… I guess that's what people like Spider-Man are here for." Replied Olivia, "They give us hope that things will get better. That's why people held onto those stories even when most people didn't believe them."

"Yeah…I guess you're right." Just then Ben walked in.

"Hey guys. What're you talking about?"

"Uh, nothing important." Replied Marcus quickly. An awkward silence followed.

"So are you gonna help me figure out what Olivia is saying or what?"

* * *

 ** _5 minutes earlier_**

"Suck laser ya shock'n webhead!"

Spider-man was dodging fire from a would-be thief in a mask. On his way to meet Olivia and Marcus, Ben had caught him holding up a store. When he'd confronted him, the crook pulled out a blaster and made a break for it.

"Come on buddy it'll be easier for everyone if you just stop there!" Ben called out. "You're not going to hit me and you're just humiliating yourself!" He then shot out a web line and pulled the man's mask off with it, revealing a familiar face.

"Sparky?! I thought you got arrested. What the shock are you doing here?"

"I broke out! And stop calling me that!" Suddenly a lucky shot hit spidey's web and knocked him to the ground. By the time Ben recovered, his quarry was out of sight. And now he was probably late.

" _Stang."_ Ben thought to himself, " _I'll get him next time I guess."_ With that he tossed the mask over to a science police officer who had just arrived and swung off.

* * *

 ** _Several hours later_**

"Strackin' son of a glitch," Muttered Tarik R'ex as he made his way through the muck of the sewers, "What the shock is his problem?" Arriving at the long-abandoned remains of a sub-basement where he'd been hiding, the man known as Lazerlord cursed the spider responsible for his situation.

Suddenly from behind him, came a deep, metallic voice, "Such a shame, such a shame…"

Tarik spun around, holding both of his blasters at the stranger. Before him stood a figure in green and black armor. Covering his torso was some sort of tattered, purple robe and over his head was a helmet with a permanent grin built into it.

"Who the shock are you!? How'd you find me?"

"Now, now, Mr. R'ex, there's no need for that." The armored man stated, sounding disturbingly calm, "I've been tracking you for some time now. As for my name, you may call me the Goblin."

"What the kraang do you want with me?"

"I understand that you hate Spider-Man for what he's done to you," Continued the Goblin, "for forcing you down here in the grime with the rat-roaches and scum. If only there were a way to get back at him…"

"What are you saying…" Tarik said, lowering his weapon ever so slightly.

"What if I could give you a means to become stronger than Spider-Man? To become his worst nightmare."

"I'm interested."

"Excellent!" said the Goblin, producing a vial from a compartment hidden within his armor. Inside it was a, seemingly, unremarkable black ooze. Suddenly, to Tarik's surprise it began to move of its own accord. Seeing the man's shocked expression, the green being chuckled.

"Most people wouldn't give a second thought to a few homeless going missing below the city. Those who do would mostly dismiss the claims of a 'monster'. But I thought it merited investigating, and look what I found!" he said shaking the vial. "Perhaps it will be easier to understand if you see for yourself…"

With that, the Goblin cast the transparisteel vessel on the ground, shattering it. Immediately the slime within it began to cover Tarik. It swarmed across his body, consuming him in mere seconds. His clothing replaced by black, in place of eyes were blank white spaces, across his chest was a jagged white spider. In his head, he heard a voice crying out. Rage. Rejection. Hatred. The madness of being trapped in a box for millennia. And all of it because of one being, one name rose above it all.

"Tarik R'ex is dead! We are Venom, and We Will Destroy Spider-Man!"

The Goblin roared with laughter.

* * *

"You," hissed the newly formed monstrosity, towards the man in green, "you tried to hold us captive once again! For that you will pay!" With that he lunged at the Goblin.

"Oh, no you don't." said the Goblin, pushing a button on his wrist. A blast of sonics emitted from the armor. Venom shrieked in pain as the symbiote felt the full brunt of its greatest weakness. "We're going to do this my way, or that will happen again."

"How did you know our hatred of sound?" demanded Venom

"That's none of your business." Stated his captor, practically oozing contempt. "Now are you ready to follow my orders?"

"For now…."

"Excellent. Now I know that you want the spider dead. I desire the same. But no hero worth anything was ever really stopped by death. You must ruin him, torture him, turn everyone against him. Only then can Spider-Man be truly defeated. Only then can he be killed."

"What must we do?" hissed the man in black.

His question was answered by maniacal laughter.

* * *

 ** _Some time later_**

 ** _Location: unknown_**

The Goblin stood alone in the shadows. With a hiss of steam his helmet opened up. The person within gasped for air.

Suddenly realization hit.

"What have I done."


End file.
